Standard Terms and Conditions

1. HMRC investigation work is random and sometimes due to HMRC mistakes. Professional work to help you with this eventuality will be chargeable and payable in advance. Costs to cover this are not included in regular charges. Please discuss insurance with us if you wish to provide for this potential work.

2. Responsibility for completeness and accuracy of your returns is 100% with you as you are most aware of all your income and costs.

3. Enquiries from other professionals such as banks, investors etc is chargeable

Please read the contents carefully. If we are required to carry out any additional work for you in the future, we will send a further letter for you to sign outlining the additional services which will then apply to your circumstances.

In addition, under the current money laundering legislation it is necessary for us to formally verify the addresses and the identifications of all directors and retain documentary proof on our files. We would therefore be grateful if you would kindly let us have sight of the following at our next opportunity:

1. Proof of identity – such as passport or driving licence

2. Proof of address – such as a recent utility bill or council tax bill

To enable us to register as your accountant and agent with HMRC we need you to complete and return the 64-8 form to us.

A summary of the information to return to us:

1. signed quote

2. signed terms of engagement

3. completed and signed 64-8 Agency Authorisation form

4. completed and sign direct debit mandate

If you have any queries or would like to discuss any aspects of this letter and its enclosures, please

do not hesitate to contact us.

RTNA Group (HN&J Ltd) Accountants

Personal Tax

Please keep this copy for your records

This sets out the basis on which we are to act, our respective responsibilities and our Standard Terms of Business.

Personal Tax

Recurring compliance work

• We will prepare your self-assessment tax returns together with any supplementary pages required from the information and explanations that you provide to us. After obtaining your approval and signature, we will submit your returns to HM Revenue & Customs (HMRC).

• We will calculate your income tax, national insurance contributions (NIC) and any capital gains tax liabilities and tell you how much you should pay and when. We will advise on the interest, penalty, andsurcharge implications if tax or NIC is paid late. We will also check HMRC’s calculation of your tax and NIC liabilities and initiate repayment claims if tax or NIC has been overpaid.

• Other than as regards tax credits (see below) we will advise you as to possible tax return related claims and elections arising from information supplied by you. Where instructed by you, we will make suchclaims and elections in the form and manner required by HMRC.

• We will review PAYE notices of coding provided to us and advise accordingly.

Ad hoc and advisory work

• Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separateengagement letter at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

– Advising on ad hoc transactions, preparing additional supplementary pages to your tax return, and calculating any related liabilities.

– Dealing with any enquiry opened into your tax return by HMRC.

– Preparing any amended returns which may be required and corresponding with HMRC as necessary; and

– Advising on the rules relating to and assisting with VAT registration.

• Where specialist advice is required on occasions, we may need to seek this from or refer you to appropriate specialists.

Tax Credits

• If we agree to advise you on tax credits, we will issue a separate letter or schedule to cover this area. Tax credits are, in effect, a social security benefit. Your entitlement or otherwise will depend not onlyon your own circumstances but also those of your household and we would require all relevant information to advise in this regard.

Changes in the law

• We will not accept responsibility if you act on advice given by us on an earlier occasion without first confirming with us that the advice is still valid in the light of any change in the law or your circumstances.

• We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.

Your responsibilities

• You are legally responsible for:

– Ensuring that your self-assessment tax returns are correct and complete.

– Filing any returns by the due date; and

– Making payment of tax on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest.

Taxpayers who sign their returns cannot delegate this legal responsibility to others. You agree to check that returns that we have prepared for you are complete before you approve and sign them.

• To enable us to carry out our work you agree:

– That all returns are to be made on the basis of full disclosure of all sources of income, charges, allowances and capital transactions.

– To provide full information necessary for dealing with your affairs: we will rely on the information and documents being true, correct, and complete and will not audit the information or those documents.

– To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs; and

– To provide us with information in sufficient time for your tax return to be completed and submitted by the due date of 31 January following the end of the tax year.

In order that we can do this we need to receive all relevant information by 30th November. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee for sodoing

• You will keep us informed of material changes in your circumstances that could affect your tax liability. If you are unsure whether the change is material or not please let us know so that we can assess itssignificance.

• You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessarywithin the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondencereceived because HMRC are not obliged to send us copies of all communications issued to you.

Fee Protection Service

• We are able to offer fee protection for certain services to cover the cost of our fees arising from HM Revenue & Customs investigations. If you would like further details of this service, please let us know.

Indemnity Insurance

• In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is Direct Line insurance. Theterritorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the UnitedStates of America or Canada

Agreement of Terms

• Our Services are supplied only on the terms set out in this document and the Standard Terms of Business below. We should be grateful if you would confirm your agreement to these terms by signing theenclosed letter and returning it to us. However, we shall be entitled to rely on your implied consent should you continue to instruct us or request we start work on the accounts.

• Once it has been agreed, this letter and the Standard Terms of Business below will remain effective until they are replaced.

• The following standard terms of business apply to all engagements accepted by RTNA Group (HN&J Ltd) Accountants. All work carried out is subject to these terms except where changes are expressly agreed in writing.

Standard Terms of Business

Professional Obligations

• Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by ourinsurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.

• We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

• We reserve the right, for the purpose of promotional activity, training or for other similar business purpose, to mention that you are a client. As stated above we will not disclose any confidential information.

• We reserve the right to act during this engagement for other clients whose interests may be averse to yours. We will notify you immediately should we become aware of any conflict of interest to which weare subject in relation to you.

Firm’s Tax Planning Policy

• Although we will actively seek to minimise your tax liabilities wherever possible, we do not promote or advise on aggressive tax avoidance schemes. We are bound by our network’s code of ethics whichincludes a requirement to uphold the reputation of our network and profession and not to participate in any scheme which could bring either into disrepute.

Investment Services

• We are not authorised by the Financial Conduct Authority to conduct Investment Business. If you require investment business services, we will refer you to a firm authorised by the Financial Conduct

Authority.

Commissions or Other Benefits

• Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of theamount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any suchamounts. Moreover, you accept that fees otherwise payable by you are not to be reduced on account of any such commissions or benefits received by us.

Client Monies

• We may, from time to time, hold money on your behalf. Such money will be held in trust in a client bank account, which is segregated from the firm’s funds. The account will be operated, and all fundsdealt with, in accordance with current guidelines.

• In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar yearexceeds £25. Any such interest will be calculated using the prevailing rate applied by our bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest

will be paid gross.

• If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separateinterest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

• We are required under the client money regulations to appoint an alternate to administer the client bank account in the event of the death or incapacity of the principal. The alternate appointed by this firmis RTNA Ltd

Fees

• RTNA Group (HN&J Ltd) Accountants operate a fixed fee policy for a fixed scope of work, as outlined in this letter, for all clients. We hope that this offers our clients peace of mind and offers absolute clarity over the priceyou will be charged for the work we have outlined.

• Our fixed fee is determined by (amongst a number of factors), the standard of books and records that you keep, and levels of skill and responsibility involved. This price will have been set prior to this letterof engagement for an agreed period.

• If it is necessary to carry out work outside the responsibilities outlined in this letter it will involve additional fees. Accordingly, we would like to point out that it is in your interest to ensure that your recordsare completed to the agreed stage.

• Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

• We reserve the right to increase our fees subject to prior notice by at least inflation on an annual basis.

• It is our normal practice to request that clients make arrangements to pay a proportion of their fee in advance by direct debit. Should you agree to pay by this method then these direct debit payments willbe applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. In some circumstances we may complete the work agreed in this letter of engagement before our feehas been paid in full by direct debit. In these circumstances we may send you an invoice for the outstanding portion of our fee, payable in accordance with our terms as set out below. If our engagement isterminated for any reason then, where applicable, any prepayments will be applied as set out in the Period of Engagement and termination section below.

• Our terms relating to payment are in advance of commencement of our work.

• We also reserve the right to suspend our services or cease to act for you on giving written notice if payment of any fees is unduly delayed. We intend to exercise these rights only where it is fair andreasonable to do so.

• In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance may be provided through insurancepolicies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You willremain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

Finder’s fee

• If one of our employees is offered and accepts a job by you during or within one year of leaving us, we reserve the right to charge a finder’s fee of 20% of the starting salary.

Retention of and Access to Records

• We will retain copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

• During the course of our work we will collect information from you and others acting on your behalf and will return any original documents to you following the preparation of your financial statements andreturns. You should retain these records for at least seven years from the end of the accounting year to which they relate.

• Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider tobe of continuing significance. If you require retention of any document, you must notify us of that fact in writing.

• We reserve the right to use subcontractors to prepare aspects of our work and you acknowledge that your books and records may not necessarily be stored or located at this office for the duration of theassignment.

Interpretation

• If any provision of this engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall beinterpreted as if such provision had never been inserted. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letteror schedules will take precedence.

Quality Control

• As part of our ongoing commitment to providing a quality service, our files are periodically subject to a quality review process. Our reviewers are highly experienced and professional people and are, ofcourse bound by the same requirements of confidentiality as our principals and staff.

Help Us to Give You the Right Service

• If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know.

• We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to doeverything reasonable to address your concerns.

Applicable Law

• If you are based in England or Wales this engagement letter is governed by and construed in accordance with English and Welsh law. The Courts of England and Wales will have exclusive jurisdiction inrelation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in thosecourts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

• If you are based in Scotland then this engagement letter is governed by and construed in accordance with Scottish law. The Courts of Scotland will have exclusive jurisdiction in relation to any claim,dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that theaction has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

• If you are based in Northern Ireland then this engagement letter is governed by and construed in accordance with Northern Irish law. The Courts of Northern Ireland will have exclusive jurisdiction inrelation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in thosecourts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

Electronic Communications

• Unless you instruct otherwise, we may, where appropriate, communicate with you and with third parties via email or by other electronic means. The recipient is responsible for virus checking emails andany attachments.

• Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriateto rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and allrisks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not acceptablemeans of communication.

Data Protection Act 2018

• We confirm that we will comply with the provisions of the Data Protection Act 2018 when processing personal data about you and your employees (where applicable) and your/their families (whereapplicable). In order to carry out the services of this engagement and for related purposes such as updating and enhancing our client records, analysis for management purposes and statutory returns, legaland regulatory compliance and crime prevention we may obtain, process, use and disclose personal data about you.

• Your Personal Data will typically include your name, address, details of your financial affairs and other information about you relevant to providing you with the services. We may also use your PersonalData for related purposes including updating and enhancing client records, analysis for management purposes and statutory returns, crime prevention and legal and regulatory compliance. We may also useyour Personal Data for marketing purposes so that we can keep you up to date about issues relevant to our services and to provide you with information about our services.

• We may disclose your Personal Data to third parties so that we can provide the services to the high standards we consider appropriate. Such Third Parties may include banks, insurance companies,independent financial advisors, and any company to which we are under licence (including our franchisor.) We may disclose your Personal data to those that need the information such as GovernmentAgencies, subcontractors, and outsourcers and those we choose to such as independent financial advisors. Such parties may contact you with a list of the third parties on request. In signing this engagementletter, you agree that we may transfer your Personal Data outside the European Economic Area. You should be aware that if we do, we will ensure that the country or territory has adequate level of protectionin relation to the processing of that personal data. Details of the companies and countries involved will be provided on request. Please refer to the Data Protection act 2018.

• You may have a right of access, under the Data Protection Act 1998, to copies of the Personal Data that we hold about you. You should contact us if you have any queries about data protection or aboutthe Personal Data, we hold about you.

Contracts (Rights of Third Parties) Act 1999

• Persons who are not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right orremedy of any person which exists or is available otherwise than pursuant to that Act.

• The advice that we give to you is for your sole use and does not constitute advice to any third party to whom you may communicate it. We accept no responsibility to third parties for any aspect of ourprofessional services or work that is made available to them.

Money Laundering

• All Accountancy Service Providers (which includes tax advisers, bookkeepers, payroll bureau) must comply with onerous duties imposed by the Proceeds of Crime Act 2002, the Terrorism Act 2000, andthe Money Laundering Regulations 2019 (the ‘Anti Money Laundering Legislation’), which are intended to inhibit the activities of terrorists and other criminals by denying them access to technicalexpertise. If we fail to perform these duties, we risk imprisonment.

• Before we accept your instructions, we may need to obtain ‘satisfactory evidence’ to confirm your identity and we may use electronic verification for this purpose. We may also need to obtain suchevidence after we have begun to act on your instructions. Although a record of our enquiry will be entered on your record it will not affect your credit history.

• In certain circumstances, we may also need to obtain evidence confirming the identities of third parties, the source of any funds or other property, the purpose of any instructions or any other matter.

• We assume that our clients are honest and law abiding. However, if at any time, there appear to be grounds to suspect (even if we do not actually suspect) that your instructions relate to ‘criminalproperty’ or indeed any fraudulent activity, we are obliged to make a report to the National Crime Agency (’NCA’) but we are prohibited from telling you that we have done so.

• ‘Criminal property’ is property in any legal form, whether money, real property, rights, or any benefit derived from criminal activity. It does not matter who carried out the criminal activity or howremoved the property is from the original crime. Even if you are honest in your dealings, if your property represents a benefit from someone else’s crime, we must still make a report.

• Activity is considered ‘criminal’ if it is a crime under UK law, no matter how trivial, and whether carried out in the UK or abroad.

Limitation of Liability

• We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs, and expenses directly caused by our negligence or wilful default or fraud.

• Exclusion of liability for loss caused by others – We will not be liable if such losses, penalties, surcharges, interest, or additional tax liabilities are caused by the acts or omissions of any other person or dueto the provision to us of incomplete, misleading, or false information or if they are caused by a failure to act on our advice or a failure to provide us with relevant information.

• Exclusion of liability in relation to circumstances beyond our control – We will not be liable to you for any delay or failure to perform our obligations under this engagement letter if the delay or failure iscaused by circumstances outside our reasonable control.

• Exclusion of liability relating to the discovery of fraud etc – We will not be responsible or liable for any loss, damage or expense incurred or sustained if information material to the service we are providing iswithheld or concealed from us or misrepresented to us. This applies equally to fraudulent acts, misrepresentation, or wilful default on the part of any party to the transaction and their directors, officers,employees, agents, or advisers. This exclusion shall not apply where such misrepresentation, withholding or concealment is or should (in carrying out the procedures which we have agreed to perform withreasonable care and skill) have been evident to us without further enquiry beyond that which it would have been reasonable for us to have carried out in the circumstances.

• Indemnity for unauthorised disclosure – You agree to indemnify us and our agents in respect of any claim (including any claim for negligence) arising out of any unauthorised disclosure by you or by anyperson for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for thetime that we spend in defending it. You have agreed that you will not bring any claim in connection with services provided to you by the firm against any of our employees on a personal basis.Limit of liability 50% of average annual fees in the last three years.

Reliance on advice

• We will endeavour to record all advice on important matters in writing. Advice given orally is not intended to be relied upon unless confirmed in writing. Therefore, if we provide oral advice (for exampleduring the course of a meeting or a telephone conversation) and you wish to be able to rely on that advice, you must ask for the advice to be confirmed by us in writing.

Lien

• In so far as we are permitted to do so by law or professional guidelines, we reserve the right to exercise a lien over all funds, documents and records in our possession relating to all engagements for youuntil all outstanding fees and disbursements are paid in full.

Period of Engagement and Termination

• Unless otherwise agreed in the engagement covering letter our work will begin when we receive your implicit or explicit acceptance of that letter. Except as stated in that letter we will not be responsible forperiods before that date.

• Each of us may terminate this agreement by giving not less than 21 days’ notice in writing to the other party, except where you fail to cooperate with us, or we have reason to believe that you have providedus or Revenue & Customs with misleading information, in which case we may terminate this agreement immediately. Termination will be without prejudice to any rights that may have accrued to either of usprior to termination.

• Should we have no contact with you for a period of 1 year or more we may issue to your last known address a disengagement letter and thereafter cease to act.

• In the event of termination of this contract, we may at our discretion complete and charge for the fixed scope of work we have agreed subject to you paying the balance of the agreed fee unless we arerequired for legal or regulatory reasons to cease work immediately, if we choose not to complete the work and the prepayments, we have received so far do not cover the amount of work we consider we havealready carried out, then we may require you to pay such sum as we reasonably consider is fair by way of an administration charge. At our discretion, all prepayments we have received so far may be retainedby us in order to cover our costs in dealing with your work.

Complaints

• We are committed to providing you with a high-quality service that is both efficient and effective. However, should there be any cause for complaint in relation to any aspect of our service please contactOur Managing Director. We agree to look into any complaint carefully and promptly and do everything reasonable to put it right. If you are still not satisfied you can refer your complaint to our professional body,the ICAEW.

Company Accounts & Tax

Please keep this copy for your records

This sets out the basis on which we are to act, our respective responsibilities and our Standard Terms of Business.

Value Added Tax (VAT)

Recurring compliance work

• We will prepare your VAT returns on the basis of the information and explanations supplied by you.

• Based on the information that you provide to us we will tell you how much you should pay and when. If appropriate we will initiate repayment claims where tax has been overpaid. We will advise on theinterest and penalty implications if VAT is paid late.

• Where appropriate we will calculate the partial exemption annual adjustment.

• We will forward to you the completed return calculations for you to review before you approve the VAT return for onward transmission by us to HMRC.

Customer entertaining costs and staff events collective greater than £150 (including VAT and collective) must be highlighted to us for proper treatment.

Staff gifts and non-cash benefits to be highlighted please

Ad hoc and advisory services

• Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for this work when it is commissioned by you. Examples of such work include:

– Reviewing and advising a suitable partial exemption method to use in preparing the return.

– Dealing with all communications relating to your VAT returns addressed to us by HMRC or passed to us by you.

– Making recommendations to you about the use of cash accounting, annual accounting, flat rate, and other suitable methods of accounting for VAT; and

– Providing you with advice on VAT as and when requested. Where the advice is provided in writing, the information provided, and the query raised will be set out with our response to you

• Where specialist advice is required in certain areas, we may need to seek this from or refer you to appropriate specialists

Changes in the law

• We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published on or after the date on which the advice is given.

Your responsibilities

• You are legally responsible for:

– Ensuring that your returns are correct and complete.

– Filing any returns by the due date; and

– Making payment of tax on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest.

The signatory to the return cannot delegate this legal responsibility to others. The signatory agrees to check that returns we have prepared for you are complete before he/she approves and signs them.

• To enable us to carry out our work you agree:

– That all returns are to be made on the basis of full disclosure.

– That you are responsible for ensuring that the information provided is, to the best of your knowledge, accurate and complete. The VAT returns are prepared solely on the basis of the information provided by

you and we accept no responsibility for any VAT liabilities arising due to inaccuracies or omissions in the information you provide which may lead to a misdeclaration on which penalties and interest may arise.

– That we can approach such third parties as may be appropriate for information we consider necessary to deal with the VAT returns.

– To provide us with all the records relevant to the preparation of your VAT returns as soon as possible after the return period ends.

– We would ordinarily need to receive the relevant VAT records within 10 days of the end of the VAT period for us to be able to complete our work. If the records are provided later or are incomplete or unclear thereby delaying the preparation and submission of the VAT return, we accept no responsibility for any “default surcharge” penalty that may arise. Where feasible we may agree to complete your return within a shorter period but may charge an additional fee for so doing.

• You will keep us informed of material changes in circumstances that could affect your VAT obligations. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

• You will forward to us HMRC statements of account, copies of notices of assessment, letters and other communications received from HMRC in time to enable us to deal with them as may be necessary within the statutory time limits. Although HMRC have the authority to communicate with us when form 64-8 has been signed and submitted it is essential that you let us have copies of any correspondence received because HMRC are not obliged to send us copies of all communications issued to you.

• You are responsible for bringing to our attention any errors, omissions or inaccuracies in your VAT returns which you become aware of after the returns have been submitted in order that we may assist you to make a voluntary disclosure.

• If EC Sales Lists need to be completed you are responsible for obtaining all of your customers’ VAT registration numbers in other member states and to check any that you are not completely satisfied

with, with HMRC.

Limited Company Accounts

Preparation and maintenance of accounting records

Our responsibilities

• We have agreed to carry out the following accounting and other services on your behalf:

– write up the accounting records of the business insofar as they are incomplete when presented to us and.

– complete the postings to the nominal ledger.

– prepare the accounts for approval by yourselves

Your responsibilities

• You have agreed that you/your staff will:

– keep the records of receipts and payments.

– reconcile the balances monthly with the bank statements.

– post and balance the purchases and sales ledgers.

– extract a detailed list of ledgersbalances.

– prepare details of the annual stocktaking, suitably priced and extended in a form which will enable us to verify the prices readily by reference to suppliers’ invoices

– prepare details of work-in-progress at the accounting date and make available to us the documents and other information from which the statement is compiled.

• You are responsible for monitoring your monthly turnover to establish whether you are liable to register for VAT. If you do not understand what you need to do, please ask us. If you exceed the VAT registration threshold and wish us to assist you in notifying HMRC of your liability to be VAT registered, we will be pleased to assist you in the VAT registration process. You should notify us of your instructions to assist in your VAT registration in good time to enable a VAT registration form to be submitted within the time limit of one month following the month in which you exceed the VAT registration threshold in force at that time. We will not be responsible if you fail to notify us in time and incur a late registration penalty as a result.

Preparation of the financial statements

Your responsibilities as directors

• As directors of the company, you are responsible for preparing financial statements which give a true and fair view, and which have been prepared in accordance with the Companies Act 2006 (the Act). As directors you must not approve the financial statements unless you are satisfied that they give a true and fair view of the assets, liabilities, financial position and profit or loss of the company.

• In preparing the financial statements, you are required to:

– select suitable accounting policies and then apply them consistently

– make judgements and estimates that are reasonable and prudent; and

– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

• You are responsible for keeping adequate accounting records that set out with reasonable accuracy at any time the company’s financial position, and for ensuring that the financial statements comply with United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice (UKGAAP)) and with the Companies Act 2006 and give a true and fair view.

• You are also responsible for safeguarding the assets of the company and hence for taking reasonable steps to prevent and detect fraud and other irregularities.

• You are also responsible for deciding whether, in each financial year, the company meets the conditions for exemption from an audit, as set out in section 477 or 480 of the Companies Act 2006, and fordeciding whether the exemption cannot be claimed that year.

• You are responsible for ensuring that the company complies with laws and regulations that apply to its activities, and for preventing non-compliance and detecting any that occurs.

• You have undertaken to make available to us, as and when required, all the company’s accounting records and related financial information, including minutes of management and directors’ meetings thatwe need to do our work.

• If financial information is published, which includes a report by us or is otherwise connected to us, on the company’s website or by other electronic means, you must inform us of the electronic publication and get our consent before it occurs and ensure that it presents the financial information and accountants report properly. We have the right to withhold consent to the electronic publication of our report if they are to be published in an inappropriate manner.

Our responsibilities as accountants

• You have asked us to help you prepare the financial statements in accordance with the requirements of the Companies Act 2006, to enable profits to be calculated to meet the requirements of current tax legislation and that provide sufficient and relevant information to complete a tax return. We will compile the financial statements for your approval based on the accounting records and the information and

explanations that you give us.

• You have told us that the company is exempt from an audit of the financial statements. We will not check whether this is the case. However, if we find that the company is not entitled to the exemption, we will inform you of this.

• Our work will not be an audit of the financial statements in accordance with International Standards of Auditing (UK and Ireland). So, we will not be able to provide any assurance that the accounting records or the financial statements are free from material misstatement, whether caused by fraud, other irregularities, or error nor to identify weaknesses in internal controls.

• Since we will not carry out an audit, nor confirm in any way the accuracy or reasonableness of the accounting records, we cannot provide any assurance whether the financial statements that we prepare from those records will present a true and fair view.

• We will advise you on whether your records are adequate for preparation of the financial statements and recommend improvements.

• We have a professional duty to compile financial statements that conform with generally accepted accounting principles from the accounting records and information and explanations given to us. The accounting policies on which the financial statements have been compiled will be disclosed in an accounting policy. We will not compile financial statements where the accounting principles, or the accounting policies selected by management are inappropriate.

• We also have a professional responsibility not to allow our name to be associated with financial statements which we believe may be misleading. Therefore, although we are not required to search for such matters, should we become aware, for any reason, that the financial statements may be misleading, we will discuss the matter with you with a view to agreeing appropriate adjustments and/or disclosures in the financial statements. In circumstances where adjustments and/or disclosures that we consider appropriate are not made or where we are not provided with appropriate information, and as a result we consider that the financial statements are misleading, we will withdraw from the engagement.

• As part of our normal procedures we may ask you to confirm in writing any information or explanations given to us orally during our work.

• Accounts need to be completed prior to submission of the tax return. Failure to submit the return on time will result in penalties and is likely to result in interest and surcharges. In order to avoid this, we must have your accounting records in good time before the statutory filing deadline and queries raised on those accounting records must be answered promptly, otherwise we cannot guarantee the completionof the accounts to ensure the tax return’s timely submission. We reserve the right to levy an additional fee where records are not received in good time.

Form of the accountants’ report

• We will report to the Board of Directors as appropriate, that in accordance with this engagement letter and to assist you to fulfil your responsibilities, we have not carried out an audit but have compiled thefinancial statements from the accounting records and from the information and explanations supplied to us. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone otherthan the Company and the Company’s Board of Directors, as a body for our work or for this report.

Payroll services

Recurring compliance work

• We will prepare your UK payroll for each payroll period to meet UK employment tax requirements, specifically:

– Calculating the pay as you earn (PAYE) deductions.

– Calculating the employees’ National Insurance Contributions (NIC) deductions.

– Calculating the employer’s NIC liabilities.

– Calculating statutory payments, for example, Statutory Sick Pay and/or Statutory Maternity Pay.

– Calculating other statutory and non-statutory deductions.

– Calculate pension deductions to be made from workers’ pay, using the rates provided by you.

– Auto enrolment compliance is with you and your HR professional; we can enter data into NEST only.

– Submitting information online to HMRC under RTI for PAYE.

• We will prepare and send to you the following documents before the time of payment or due date for delivering information to HMRC:

– Payroll summary report showing the reconciliation from gross to net for each employee and all relevant payroll totals.

– The data included within each Full Payment Submission (FPS) for taxable pay and pay rolled benefits for each employee.

– A payslip for each employee unless not required.

– A P45 for each leaver; and

– A report showing your PAYE and NIC liability and due date for payment.

• We will submit FPSs online to HMRC based on the information that you have provided. (FPSs must reach HMRC on or before payday.)

• We will prepare, where appropriate (for example, to recover statutory payments, claim deductions under the NIC holiday scheme or CIS deductions, confirm that no payments were made to employees),for each tax month, an EPS from the information and explanations that you provide to us.

• We will submit in-year EPSs to HMRC based on the information that you have provided. (EPSs must reach HMRC by the 19th of the month following the tax month to which they relate.)

• At the end of the payroll year we will:

– Prepare the final FPS (or EPS) including employer annual declarations and submit this to HMRC after the data to be included therein has been approved by you. (The final FPS (or EPS) for the year mustreach HMRC by 19 April following the end of the tax year.)

– Prepare and send to you by the statutory due date Form P60 for each employee on the payroll at the year end.

• We will deal with any online secure messages sent to us by HMRC in respect of your payroll.

• We will submit National Insurance Number (NINO) verification requests as appropriate to verify a NINO for a new employee.

• If requested we will provide you with data from our payroll system to assist you with completing your obligations under Automatic Enrolment.

Ad hoc and advisory work

• Where you have instructed us to do so, we will also provide such other taxation ad hoc and advisory services as may be agreed between us from time to time. These may be the subject of a separate engagement letter, at our option. Where appropriate we will discuss and agree an additional fee for such work when it is commissioned by you. Examples of such work include:

– Dealing with any compliance check or enquiry by HMRC into the payroll returns.

– Preparing any amended returns for periods before you report in real time, which may be required, and corresponding with HMRC as necessary.

– Preparing and submitting correcting EPSs for earlier years.

– Preparing and submitting an Earlier Year Update (EYU) to correct, after 19 April, any of the year-to-date totals submitted in your end of year FPS for a previous tax year, in respect of years after you started to

send information in real time.

• Where specialist advice is required on occasions, we may need to seek this from or refer you to appropriate specialists.

Changes in the law

• We will accept no liability for losses arising from changes in the law or the interpretation thereof that are first published after the date on which the advice is given.

Your responsibilities

• You are legally responsible for:

– Ensuring that the data in your payroll submissions is correct and complete.

– Making any submissions by the due date; and

– Making payment of tax and NIC on time.

Failure to do this may lead to automatic penalties, surcharges and/or interest.

Employers cannot delegate this legal responsibility to others. You agree to inform us if the submissions that we have prepared for you are not correct and complete.

• To enable us to carry out our work you agree:

– That all information required to be delivered online is submitted on the basis of full disclosure.

– To provide full information necessary for dealing with your payroll affairs: we will rely on the information and documents being true, correct, and complete and will not audit the information or those documents.

– To agree with us the name[s] of the person[s] authorised by you to notify us of changes in employees and in rates of pay. We will process the changes only if notified by that/those individual[s].

– To advise us in writing of changes of payroll pay dates.

– To notify us prior to the payroll pay date of all transactions or events which may need to be reflected in the payroll for the period, including details of:

• all new employees (including full names, address, date of birth, national insurance number, passport number) and details of their remuneration packages.

• all leavers, including deaths of employees, and details of termination arrangements.

• all changes to remuneration packages.

• all pension scheme changes.

• any changes to the employees’ bank accounts.

irregular and/or ad hoc payments and the dates to be paid.

– To approve:

• final FPS (or EPS when applicable) for the year prior to 19 April following the end of the tax year.

• Earlier Year Updates; and

– To authorise us to approach such third parties as may be appropriate for information that we consider necessary to deal with your affairs

• You will keep us informed of changes in circumstances that could affect the payroll. If you are unsure whether the change is material or not please let us know so that we can assess its significance.

• If the information required to complete the payroll services set out above is received later than the dates specified above or agreed with us, we will still endeavour to process the payroll and returns to meetthe agreed payroll date and filing deadlines, but we will not be liable for any costs, penalties and other losses arising if the payroll is late or the returns are filed late in these circumstances. We may charge anadditional fee for work carried out in a shorter time period.

• It is your responsibility to ensure that you provide us with correct information in respect of your employees. If you provide us with incorrect employee data, then HMRC may reject an FPS and/or EPSsubmission under RTI. We reserve the right to charge an additional fee where a submission under RTI is rejected because of incorrect data provided by you, and we incur additional work to rectify this.

• You are responsible for ensuring that you comply with the requirements of Automatic Enrolment.

P11D benefits for directors and higher paid employees

You have not instructed us to prepare forms P11D or calculate any Class IA National Insurance that may be due. You therefore remain responsible for preparing forms P11D or P9D that may be required andfor filing those forms with HM Revenue & Customs in time to meet the annual statutory filing deadline.

Fee Protection Service

Indemnity Insurance

• In accordance with the disclosure requirements of the Provision of Services Regulations 2009, our professional indemnity insurer is available on request and is supplied by Direct Line. The territorial coverage is worldwide excluding professional business carried out from an office in the United States of America or Canada and excludes any action for a claim brought in any court in the United States of America or Canada

Agreement of Terms

enclosed letter and returning it to us. However, we shall be entitled to rely on your implied consent should you continue to instruct us or request we start work on the accounts.

• Once it has been agreed, this letter and the Standard Terms of Business below will remain effective until they are replaced.

Standard Terms of Business

Professional Obligations

• Communication between us is confidential and we shall take all reasonable steps to keep confidential your information except where we are required to disclose it by law, by regulatory bodies, by our insurers or as part of an external peer review. Unless we are authorised by you to disclose information on your behalf this undertaking will apply during and after this engagement.

• We may, on occasions, subcontract work on your affairs to other tax or accounting professionals. The subcontractors will be bound by our client confidentiality terms.

Firm’s Tax Planning Policy

• Although we will actively seek to minimise your tax liabilities wherever possible, we do not promote or advise on aggressive tax avoidance schemes. We are bound by our network’s code of ethics which includes a requirement to uphold the reputation of our network and profession and not to participate in any scheme which could bring either into disrepute.

Investment Services

Commissions or Other Benefits

• Commissions or other benefits may sometimes become payable to us in respect of introductions to other professionals or transactions we arrange for you, in which case you will be notified in writing of the amount, the terms of payment and receipt of any such commissions or benefits. You consent to such commissions or other benefits being retained by us without our being liable to account to you for any such amounts. Moreover, you accept that fees otherwise payable by you are not to be reduced on account of any such commissions or benefits received by us.

Client Monies

• In order to avoid an excessive amount of administration, interest will only be paid to you where the amount of interest that would be earned on the balances held on your behalf in any calendar year exceeds £35. Any such interest will be calculated using the prevailing rate applied by our bank for small deposits subject to the minimum period of notice for withdrawals. Subject to any tax legislation, interest will be paid gross.

• If the total sum of money held on your behalf exceeds £10,000 for a period of more than 30 days, or such sum is likely to be held for more than 30 days, then the money will be placed in a separate interest-bearing client bank account designated to you. All interest earned on such money will be paid to you. Subject to any tax legislation, interest will be paid gross.

Fees

• Any disbursements we incur on your behalf and expenses incurred in the course of carrying out our work for you will be added to our invoices where appropriate.

• We reserve the right to increase our fees subject to prior notice by at least inflation on an annual basis.

• It is our normal practice to request that clients make arrangements to pay a proportion of their fee in advance by direct debit. Should you agree to pay by this method then these direct debit payments will be applied to fees arising from work agreed in this letter of engagement for the current and ensuing years. In some circumstances we may complete the work agreed in this letter of engagement before our fee has been paid in full. In these circumstances we may send you an invoice for the outstanding portion of our fee, payable in accordance with our terms as set out below. If our engagement is terminated for any reason then, where applicable, any prepayments will be applied as set out in the Period of Engagement and termination section below.

• Our terms relating to payment are in advance of commencement of our work.

• In some cases, you may be entitled to assistance with your professional fees, particularly in relation to any investigation into your tax affairs by HMRC. Assistance maybe provided through insurance policies you hold or via membership of a professional or trade body. Other than where such insurance was arranged through us you will need to advise us of any such insurance cover that you have. You will remain liable for our fees regardless of whether all or part are liable to be paid by your insurers.

• By signing these Terms of Engagement and Standard Terms of Business should the company for any reason fail to pay our fees then you as an individual shall be liable for them as though our invoice was addressed to you personally. The company and all individuals which or who sign these Terms of Engagement and Standard Terms of Business shall be jointly and severally liable.

Finder’s fee

• If one of our employees is offered and accepts a job by you during or within one year of leaving us, we reserve the right to charge a finder’s fee of 20% of the starting salary.

Retention of and Access to Records

• We will retain copyright in any document prepared by us during the course of carrying out the engagement save where the law specifically provides otherwise.

• Whilst certain documents may legally belong to you, we intend to destroy correspondence and other papers that we store which are more than seven years old, other than documents which we consider to be of continuing significance. If you require retention of any document, you must notify us of that fact in writing.

Interpretation

• If any provision of this engagement letter or enclosed schedules is held to be void, then that provision will be deemed not to form part of this contract and the remainder of this agreement shall be interpreted as if such provision had never been inserted. In the event of any conflict between these terms of business and the engagement letter or appendices, the relevant provision in the engagement letteror schedules will take precedence.

Quality Control

• As part of our ongoing commitment to providing a quality service, our files are periodically subject to a quality review process. Our reviewers are highly experienced and professional people and are, of course, bound by the same requirements of confidentiality as our principals and staff.

Help Us to Give You the Right Service

• If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know.

Applicable Law

• If you are based in England or Wales this engagement letter is governed by and construed in accordance with English and Welsh law. The Courts of England and Wales will have exclusive jurisdiction inrelation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

• If you are based in Scotland then this engagement letter is governed by and construed in accordance with Scottish law. The Courts of Scotland will have exclusive jurisdiction in relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in those courts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

relation to any claim, dispute or difference concerning this engagement letter and any matter arising from it. Each party irrevocably waives any right it may have to object to any action being brought in thosecourts, to claim that the action has been brought in an inappropriate forum, or to claim that those courts do not have jurisdiction.

Electronic Communications

• Internet communications are capable of data corruption and therefore we do not accept any responsibility for changes made to such communications after their despatch. It may therefore be inappropriate to rely on advice contained in an e-mail without obtaining written confirmation of it. We do not accept responsibility for any errors or problems that may arise through the use of internet communication and all risks connected with sending commercially sensitive information relating to your business are borne by you. If you do not agree to accept this risk, you should notify us in writing that e-mail is not acceptable

means of communication.

Data Protection Act 2018

• We may disclose your Personal Data to third parties so that we can provide the services to the high standards we consider appropriate. Such Third Parties may include banks, insurance companies,

independent financial advisors, and any company to which we are under licence (including our franchisor.) We may disclose your Personal data to those that need the information such as GovernmentAgencies, subcontractors, and outsourcers and those we choose to such as independent financial advisors. Such parties may contact you with a list of the third parties on request. In signing this engagementletter, you agree that we may transfer your Personal Data outside the European Economic Area. You should be aware that if we do, we will ensure that the country or territory has adequate level of protectionin relation to the processing of that personal data. Details of the companies and countries involved will be provided on request. Please refer to the Data Protection act 2018.

Contracts (Rights of Third Parties) Act 1999

Money Laundering

• All Accountancy Service Providers (which includes tax advisers, bookkeepers, payroll bureau) must comply with onerous duties imposed by the Proceeds of Crime Act 2002, the Terrorism Act 2000 and

the Money Laundering Regulations 2019 (the ‘Anti Money Laundering Legislation’), which are intended to inhibit the activities of terrorists and other criminals by denying them access to technical

expertise. If we fail to perform these duties, we risk imprisonment.

evidence after we have begun to act on your instructions. Although a record of our enquiry will be entered on your record it will not affect your credit history.

property’ or indeed any fraudulent activity, we are obliged to make a report to the National Crime Agency (’NCA’) but we are prohibited from telling you that we have done so.

removed the property is from the original crime. Even if you are honest in your dealings, if your property represents a benefit from someone else’s crime, we must still make a report.

• Activity is considered ‘criminal’ if it is a crime under UK law, no matter how trivial, and whether carried out in the UK or abroad.

Limitation of Liability

• We will provide our services with reasonable care and skill. Our liability to you is limited to losses, damages, costs, and expenses directly caused by our negligence or wilful default or fraud.

person for whom you are responsible of our advice and opinions, whether in writing or otherwise. This indemnity will extend to the cost of defending any such claim, including payment at our usual rates for theLimit of liability 50% of average annual fees in the last three years’ time that we spend in defending it. You have agreed that you will not bring any claim in connection with services provided to you by the firm against any of our employees on a personal basis.

Reliance on advice

Lien

Period of Engagement and Termination

• Should we have no contact with you for a period of 1 year or more we may issue to your last known address a disengagement letter and thereafter cease to act.

Complaints

the ICAEW.

Non-Solicitation

During the period commencing on the Effective Date and ending one year following the Termination Date, the Company shall not, without the Advisor’s prior written consent, directly or indirectly; (i) solicit or encourage any person to leave the employment or other service of the Advisor or its Affiliates; or (ii) hire, on behalf of the Company or any other person or entity, any person who has left the employment within the one year period following the termination of that person’s employment with the Advisor or its Affiliates. During the period commencing on the date hereof through and ending one year following the Termination Date, the Company will not, whether for its own account or for the account of any other Person, intentionally interfere with the relationship of the Advisor or its Affiliates with, or endeavour to entice away from the Advisor or its Affiliates, any person who during the term of the Agreement is, or during the preceding one-year period, was a tenant, co-investor, co-developer, joint ventures or other customer of the Advisor or its Affiliates. In these circumstances an invoice will be raised for 50% of effective annual salary plus benefits as a recruitment fee by way of resolution. This invoice plus VAT will be payable within 14 days of invoice date.